In assessing title over shares in Romanian companies, one of the most common issues is the effect that the annulment of a shareholders' resolution may have on subsequent acts concluded on its basis. While court practice has been inconsistent over the years, a recent High Court of Cassation and Justice decision provides additional guidance for interpreting and applying the penalty of nullity in matters relating to companies.
Joint stock companies and limited liability companies make up the majority of commercial undertakings in Romania and have been most affected by the substantial changes to commercial legislation in recent years. This update examines the managerial structure of these companies and the duties and liabilities of their managing bodies.
In anticipation of Romania's accession to the European Union and in response to the World Bank's reports on the country's legislation, which indicated a number of deficiencies in its corporate governance regulations, the government made major changes to the Company Law at the end of 2006.
The regulatory authorities recently issued new legislation on the incorporation of Romanian companies which has simplified the incorporation procedure. Among other things, a new provision expressly requires the Registry of Commerce to release the certificate of incorporation within three days of the submission of the incorporation application.
The new Capital Market Law contains a number of provisions which affect the corporate governance of joint stock companies in Romania. Among other things, it specifies that listed companies must have a board of directors comprised of at least five members, and introduces a more efficient mechanism for the distribution of dividends.
Including: Legislative Framework; Company Features; Corporate Forms; Joint Stock Company; Limited Liability Company; Regies Autonomes; Foreign Companies
A foreign company may set up an agency (representative office) in Romania once it has received authorization to operate from the Foreign Affairs Ministry. This update explains how to apply for such authorization and sets out the legal regimes that apply to agencies.
Romanian companies that have not yet paid up their share capital to the minimum limit required by law have been given 60 days in which to increase their share capital accordingly. Failure to do so will result in the winding up and liquidation of defaulting companies.
Romanian company law provides that the activities of directors should be monitored to ensure the smooth operation of a company. Specially appointed company auditors regulate the administration of joint stock companies, partnerships limited by shares and limited liability companies. This update outlines their main duties.
Under Romanian company law, company administrators may be either individuals or legal persons. This update outlines administrator's rights, obligations, powers and liability. It also explains what is required to become an administrator and how this contract may be terminated.
Including: Relevant Legislation; Company Features; Company Forms; Joint Stock Company; Limited Liability Company; Regies Autonomes; Foreign Companies